KNRX · KNOREX LTD.

KNOREX LTD., a Cayman Islands exempted company listed on NYSE American (KNRX), secured critical near-term financing through two complementary agreements dated March 31, 2026. The Note Purchase Agreement provides immediate $2.7M cash proceeds for $3M principal senior unsecured notes at 12% interest, maturing July 1, 2026 (potentially extendable to October 2026 if other facilities align). This addresses liquidity needs amid existing debt maturities totaling over $8.2M as of February 28, 2026 across shareholder convertible notes (Facility #1: $2.4M), bank loans (Facilities #2a/b: $206K), and management/shareholder loans (Facilities #3-5: $6.7M), all largely due October 2026. Covenants enforce discipline with $750K minimum cash, bans on new debt/distributions/asset sales, and due organization requirements, signaling investor oversight on capital preservation. Concurrently, the $50M Share Purchase Agreement establishes a flexible equity line, allowing drawdowns via Purchase Notices at market prices under Reg D/Section 4(a)(2), with safeguards like 4.99% ownership cap, 19.99% exchange cap, and volume limits. Investors can offset 20% of purchase prices against the notes, linking debt repayment to equity raises. Registration Rights Agreement mandates SEC Form F-1 filing within 45 days for resale, with effectiveness by 60-90 days. This dual structure provides bridge financing with equity upside, but high default rate (18%), mandatory redemptions, and Change of Control triggers heighten execution risks for investors.